(hereinafter: WBAG) and and (hereinafter: Contractual Partner)

Transcription

1 agreed by Wiener Börse AG Wallnerstraße 8 A Vienna (hereinafter: WBAG) and and (hereinafter: Contractual Partner) I. Preamble By notification of 3 April 1998, the Ministry of Finance in agreement with the Ministry for Economic Affairs granted Wiener Börse AG the license to operate and manage the Vienna Stock Exchange as a securities and general commodity exchange in accordance with Articles 2 et seq of the Austrian Stock Exchange Act 1989, Federal Law Gazette No. 555, as amended (hereinafter Stock Exchange Act). This license empowers Wiener Börse AG, as the exchange operating company in the meaning of the Stock Exchange Act, to operate and manage the Vienna Stock Exchange as a securities exchange and a general commodity exchange. WBAG is furthermore authorized to operate the Third Market as a multilateral trading facility (MTF). Directive 2014/65/EU (MiFID II) in conjunction with Regulation (EU) No. 600/2014 and the relevant Regulatory Technical Standards (RTS) stipulate the mandatory disclosure of OTC trade data through a so-called Approved Publication Arrangement (APA). The relevant provisions have not yet been passed into national law. WBAG has the intention if possible and feasible to register as an APA. No concrete requirements for this function have yet been defined in national law. WBAG has the intention provided that the FMA grants WBAG an official permit to act as an APA to offer interested customers a solution for the MiFID II reporting obligations regarding OTC transactions and for the reporting of orders and quotes (hereinafter APA solution of WBAG ) for investment firms (including systematic internalisers) for a fee starting in January WBAG s APA solution will enable customers to report OTC transactions and orders and/or quotes in FIX format or via a frontend (Web GUI). WBAG will publish the transactions reported through its existing data dissemination infrastructure and make it available to data vendors. mifid2apa@wienerborse.at, 1

2 Customers have the option of querying reports on the transactions reported via the Web GUI. The Contractual Partner is interested in the APA solution of WBAG and will inform WBAG of the expected number of transactions and type of connection pursuant to Clause IV. II. Definitions The following definitions apply to the terms used in the Letter of Intent. APA APA solution of WBAG Transactions Web GUI Approved Publication Arrangement Solution for MiFID II reporting obligations of OTC transactions and for the reporting of orders and quotes for investment firms (including systematic internalisers) Over the counter pre-trade and post-trade data Web graphic user interface (GUI); frontend III. Scope of the Services Offered by WBAG WBAG s APA solution comprises a broad range of IT services for investment firms (including systematic internalisers) for the easy and secure reporting, also in future, of OTC trades and of orders and quotes in accordance with MiFID II. The APA solution of WBAG will include the components listed below (from today s technical perspective) and meet the following requirements; these components will be created or made available by WBAG within the scope of its possibilities: Provide Web GUI access (user name, password, RSA authentication) to the Contractual Partner. Provide a FIX interface (address, port, user name and password) to the Contractual Partner. For further information, see Chapter IV, Physical connectivity options. Documentation of the FIX interface and the Web GUI. MiFID II-compliant operation of the APA infrastructure. Publication of the transactions reported via the data dissemination infrastructure of WBAG (Alliance Data Highway ADH). Provide reports to the Contractual Partner on the transactions reported. mifid2apa@wienerborse.at, 2

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4 IV. Service Prices and Access Types The Contractual Partner has an interest in using the APA solution of WBAG for the transaction quantities and the connection variants listed below (please check): Schedule of monthly fees 1 Number of transactions (Trades, orders and quotes) per month Running costs Estimated number of transactions up to to 5,000 1,500 5,001 to 20,000 3,000 up from 20,001 Schedule of one-time fees 1 Service packages One-time fee Projected connection type Establishment of a new connection to the APA service via the FIX interface and Web-GUI (max. 10 Web GUI users and one daily report included) 5,000 Each additional connection for the existing ASP interface (max. 10 Web GUI users and one daily report included) 2,000 Upgrade of an existing TTR connection to the APA service via the FIX Interface and Web GUI (max. 10 Web GUI users and one daily report included) 2,500 Customers who sign a Letter of Intent (LoI) by 31 March 2017 will receive a discount of 25% on the onetime fees. 1 Fees are due with production start / go live. mifid2apa@wienerborse.at, 4

5 Schedule of optional packages 1 Service option Fee 10 additional Web GUI users 1,000 One-off fee Advanced reporting service 150 Monthly Physical connectivity options 2 WBAG offers several options for physical connectivity to the APA service: either via a leased line, a siteto-site VPN connection or a pure Internet connection for the Web GUI. Schedule of monthly fees Client location Running costs Vienna 1,200 Leased line (2 x 2 Mbit/s) Budapest/Frankfurt/Ljubljana/ London/Prague/Zagreb Other 3,000 Site-to-site VPN Everywhere 250 Schedule of one-off fees Leased line (2 x 2 Mbit/s) Client location Vienna Budapest / Frankfurt / Ljubljana / London / Prague / Zagreb Other One-off Site-to-site VPN Everywhere 1,000 1 Fees are due with production start / go live. 2 Fees are due when connectivity is established. mifid2apa@wienerborse.at, 5

6 V. Time Schedule Provided the FMA grants WBAG the official permit to act as an APA in a timely manner, WBAG will aim to keep the following schedule: June 2017 Wiener Börse provides FIX Interface specification August 2017 Contract signing on WBAG s APA solution TTR II Sept. to Dec Customer simulation of TTR II (FIX and Web GUI) January 2018 Go live VI. Contacts of the Contractual Partner All documents and information relating to WBAG s APA solution TTR II should be sent to the following contact persons of the Contractual Partner: Name Position Phone: VII. Duration of Contract This Letter of Intent takes effect immediately upon signing by the two contractual parties. This Letter of Intent expires at the latest when the contract on WBAG s APA solution TTR II is signed by the contractual parties. If no contractual agreement is reached, this Letter of Intent expires on 30 September VIII. Obligation to Maintain Secrecy Each of the contractual parties is under the obligation to maintain secrecy regarding confidential company-related information and the content of this Letter of Intent, and also to refrain from making it mifid2apa@wienerborse.at, 6

7 available to third-parties without the consent of the other contractual party or to use it for any other purposes in breach of this contract The obligation to maintain secrecy does not apply to information that is publicly available which the information recipient learns from third parties who are not subject to any secrecy obligations or to information which is required to be published by law, judicial rulings or on the request of government or supervisory authorities. IX. Miscellaneous This Agreement is subject to Austrian law (with the exception of its provisions with a reference to International Private Law). The contractual parties hereby agree to the exclusive jurisdiction of the competent commercial courts in Vienna with respect to all disputes that may arise from this Letter of Intent, in particular, also regarding the existence of this Letter of Intent and after its termination. Should any of the individual provisions of this Letter of Intent become ineffective or cease to be valid, the remaining provisions shall nevertheless continue to be binding. Null and void provisions shall be replaced by mutual consent by provisions that are best suited to meet the economic purpose intended. The same shall apply to cover any omissions in this contract. Amendments to this contract and deviations therefrom shall require the written form: on behalf of Wiener Börse AG for Place, Date Place, Date mifid2apa@wienerborse.at, 7